What are procedures for listing registration and official trading on Ho Chi Minh Stock Exchange in Vietnam?

What are procedures for listing registration and official trading on Ho Chi Minh Stock Exchange in Vietnam?

In Article 10 of the Regulations on listing of securities on Ho Chi Minh Stock Exchange, issued together with Decision 85/QD-SGDHCM in 2018, there are regulations on procedures for listing registration and official trading on Ho Chi Minh Stock Exchange are as follows:

1. Procedures for listing registration and official trading on HOSE shall comply with Article 6 and Article 7 hereof.

2. A listed enterprise is required to carry out procedures for delisting according to HOSE’s regulations before entering into any consolidation.

3. Within six (06) months from the issue date of the enterprise registration certificate, the consolidated enterprise that meets listing requirements in Clauses 1, 2 Article 8 hereof must complete procedures for submitting a complete and valid application for listing on HOSE. If the consolidated enterprise fails to complete such procedures within the said time limit, it must complete application procedures for trading through the Upcom within the following six (06) months.

What are requirements of registration of securities listing by acquiring enterprises on Ho Chi Minh Stock Exchange in Vietnam?

In Article 11 of the Regulations on listing of securities on Ho Chi Minh Stock Exchange, issued together with Decision 85/QD-SGDHCM in 2018, there are regulations on requirements of registration of securities listing by acquiring enterprises on Ho Chi Minh Stock Exchange are as follows:

1. If the acquiring enterprise and the acquired enterprise(s) all are listed on HOSE, after the merger, the acquiring enterprise shall carry out procedures for changes to listing on these conditions:

1.1. Before the merger, the acquiring enterprise and acquired enterprise(s) attained positive ROE; or

1.2. After the merger, the acquiring enterprise attains a positive ROE or a ROE higher than its ROE in the year immediately preceding the year in which the merger occurs;

1.3. If requirements in Point 1.1 or Point 1.2 of this Clause are not met, the acquiring enterprise can only apply for listing of its additionally issued shares on HOSE one (01) year after obtaining a new enterprise registration certificate.

2. If the acquiring enterprise is listed on HOSE but one or more of the acquired enterprises are not yet listed on HOSE (whether it (they) is (are) listed on HNX or not), after the merger, the acquiring enterprise can apply for changes to the listing on these conditions:

2.1. Before the merger, the acquiring enterprise and the acquired enterprise(s) that are listed on HOSE attained a positive ROE and the acquired enterprise(s) that is (are) not yet listed on HOSE meet(s) all of requirements in Point b Clause 1 Article 53 of the Decree No. 58/2012/ND-CP, except the criterion that the type of enterprise is a joint-stock enterprise; or

2.2. After the merger, the acquiring enterprise attains a minimum ROE at 5% or a ROE which must be positive and higher than its ROE in the year immediately preceding the year in which the merger occurs;

2.3. If requirements in Point 2.1 or Point 2.2 of this Clause are not met and the additional issuance of shares for swap does not result in an increase in the paid-in charter capital by more than 50% (compared with that before issuance), the acquiring enterprise can only apply for listing of its additionally issued shares on HOSE one (01) year after obtaining a new enterprise registration certificate.

3. In case the acquiring enterprise, after completing the merger as prescribed in Clause 2 of this Article, does not meet requirements in Points 2.1 and 2.2 Clause 2 of this Article and the additional issuance of shares for swap results in an increase in the paid-in charter capital by more than 50% (compared with that before issuance), within six (06) months from the issue date of the new enterprise registration certificate, if the acquiring enterprise does not submit an application for changes to listing or its application is refused, its shares shall be compulsorily delisted.

4. If the acquiring enterprise is not listed on HOSE, it must fulfill requirements in Clause 1 Article 53 of Decree No. 58/2012/ND-CP after the merger. The minimum period of two (02) years of operation as a joint-stock company thereof shall count upon the establishment of the acquiring enterprise.

5. If the merger as prescribed in Clauses 1, 2 and 4 of this Article involves a partially state-owned enterprise and after the merger, the State holds 80% or more of charter capital of the acquiring enterprise, listing requirements to be satisfied shall conform to Clauses 1, 2 and 4 of this Article, except the shareholders’ structure prescribed in Point d Clause 1 Article 53 of Decree No. 58/2012/ND-CP.

6. If the merger involves an enterprise that is subject to the compulsory delisting as regulated in Points h, k, l and m Clause 1 Article 60 of Decree No. 58/2012/ND-CP, the acquiring enterprise is allowed to apply for listing/ changes to listing upon its satisfaction of requirements for listing of securities on HOSE in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP. The minimum period of two (02) years of operation as a joint-stock company thereof shall count upon the establishment of the acquiring enterprise.

7. Listing of bonds by an acquiring enterprise shall abide by Clause 2 Article 53 of Decree No. 58/2012/ND-CP;

8. Listing of fund certificates by a public fund after the merger shall abide by Clause 3 Article 53 of Decree No. 58/2012/ND-CP as amended in Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

What is application for listing registration and official trading on Ho Chi Minh Stock Exchange in Vietnam? 

In Article 12 of the Regulations on listing of securities on Ho Chi Minh Stock Exchange, issued together with Decision 85/QD-SGDHCM in 2018, there are regulations on application for listing registration and official trading on Ho Chi Minh Stock Exchange is as follows:

1. An application for listing of shares submitted by an acquiring enterprise shall conform to Clause 3 Article 9 of Circular No. 202/2015/TT-BTC as amended in Point b Clause 6 Article 1 of Circular No. 29/2017/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

2. An application for listing of bonds submitted by an acquiring enterprise shall conform to Clause 7 Article 9 of Circular No. 202/2015/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

3. An application for listing of fund certificates submitted by a public fund after the merger shall conform to Clause 8 Article 9 of Circular No. 202/2015/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

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